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01/01/2011

Roberts Rules Of Order - Quorum

Quorum of MembersBefore a meeting can conduct business it requires a quorum—the minimumnumber of members who must be present at the meeting before businesscan be legally transacted. The requirement of a quorum is a protectionagainst unrepresentative action in the name of the association by an undulysmall number of people.The by-laws of an association should specify the number of members thatconstitute the quorum. Ideally, that number should be the largest numberthat can be depended on to attend any meeting except in very bad weatheror other extremely unfavourable conditions.7Robert’s rules state that if the by-laws do not specify what the quorum shallbe, it is a majority of the members of the association. In some organizations,however, it is often not possible to obtain the attendance of a majority ofthe membership at a meeting. Most associations should therefore have aprovision in their by-laws for a relatively small quorum. An actual numbercan be listed, or a percentage of the membership can be specified. No singlenumber or percentage will be suitable for all associations. A quorum shouldbe a small enough number to permit the business of the association toproceed, but large enough to prevent a small minority from abusing theright of the majority of the members by passing motions that do not representthe thinking of the majority.The quorum for a committee of the whole is the same as that for a regularmeeting, unless the by-laws of the association specify otherwise. If a committeeof the whole finds itself without a quorum, it can do nothing but riseand report to the regular meeting. In all other committees and task forces aquorum is a majority of the members of the committee or task force.In any meeting of delegates, the quorum is a majority of the number ofdelegates who have been registered as attending, even if some of them havedeparted.In the absence of a quorum, any business transacted is null and void. Insuch a case, however, it is that business that is illegal, not the meeting. If theassociation’s rules require that the meeting be held, the absence of a quorumin no way detracts from the fact that the rules were complied with and themeeting held, even though it had to adjourn immediately.The only actions that can legally be taken in the absence of a quorum are tofix the time in which to adjourn, recess, or take measures to obtain a quorum(for example, contacting members during a recess and asking them toattend). The prohibition against transacting business in the absence of aquorum cannot be waived even by unanimous consent. If an importantopportunity would be lost unless acted upon immediately, the memberspresent at the meeting can—at their own risk—act in the emergency in thehope that their actions will be ratified at a later meeting at which a quorumis present.Before calling a meeting to order, the chair should be sure a quorum ispresent. If a quorum cannot be obtained, the chair should call the meeting8to order, announce the absence of a quorum and entertain a motion toadjourn or one of the other motions allowed, as described above.If a meeting has a quorum to begin with, but members leave the meeting,the continued presence of a quorum is presumed unless the chair or amember notices that a quorum is no longer present. If the chair notices theabsence of a quorum, it is his/her duty to declare the fact, at least beforetaking any vote or stating the question on any new motion. Any membernoticing the apparent absence of a quorum can raise a point of order to thateffect at any time so long as he or she does not interrupt a person who isspeaking. A member must question the presence of a quorum at the time avote on a motion is to be taken. A member may not at some later timequestion the validity of an action on the grounds that a quorum was notpresent when the vote was taken.If a meeting has to be adjourned because of a lack of a quorum, eitherbefore it conducts any business or part way through the meeting, the associationmust call another meeting to complete the business of the meeting.The usual quorum requirements apply to any subsequent meeting unlessthe association has specified in its by-laws a procedure to be used in such asituation. (The by-laws could stipulate, for example, that if a meeting had tobe terminated for lack of a quorum, another meeting will be held x days orweeks later, and that the number of members attending that meeting willconstitute a quorum.)If the by-laws do not provide for a special procedure, all the usual requirementsfor calling and holding meetings apply.